CMG Holdings Group, Inc. Provides Corporate Update

MIAMI, Nov. 7, 2012 /PRNewswire/ -- CMG Holdings Group, Inc. (CMGO) (CMGO) www.cmgholdingsinc.com, a full service marketing communications holding company operating across the sectors of digital media, alternative advertising, social media, experiential marketing and commercial rights, is providing the following corporate update regarding the company's record dates related to dividend via the corporate spin-off of AudioEye, Inc., ("AudioEye").

Record Dates regarding CMG Holdings Group, Inc. Dividend and AudioEye, Inc.:

On August 21, 2012, the Board of Directors of CMG Holdings Group, Inc. declared October 26, 2012 as the record date for their dividend in accordance with the provisions of their June 22, 2011 Master Agreement, which is 5% of the capital stock of AudioEye, Inc.  In accordance with the provisions of the Master Agreement, the dividend which is 5% of AudioEye, Inc., would be paid to CMGO shareholders of record as of close of business on October 26, 2012 and will be distributed when AudioEye completes its registration process and issues shares to CMG Holdings Group, Inc. AudioEye is continuing in their work to complete their registration process and their most recent registration statement was filed on October 1, 2012.

"We previously declared October 26, 2012 as the record date pertaining to the dividend to shareholders in accordance with the provisions of the Master Agreement and Share Exchange regarding AudioEye," said Jim Ennis, CMGO's Chief Executive Officer. "We have been working with our transfer agent, Corporate Stock Transfer, Inc., as well as representatives of FINRA regarding the regulations related to confirmation of dates pertaining to the dividend. After our discussions with Corporate Stock Transfer, Inc. and FINRA representatives, we are confirming October 26, 2012 is the record date. The 5% dividend will be 1,500,259 shares of AudioEye, Inc., and will be paid to CMGO shareholders of record as of close of business on October 26, 2012. We are also finalizing the total computation of record holders with our transfer agent and will provide final conversion ratios once completed by Corporate Stock Transfer, Inc. We will be providing an update of the conversion ratios from transfer agent to our shareholder over the next several days in accordance with the required regulations." 

"AudioEye is currently working through the process of completing their registration statement. Their most recent registration statement was filed on October 1, 2012 and we encourage shareholders to familiarize themselves with this registration statement by visiting www.sec.gov. We are working to complete and finalize the entire dividend distribution process as soon as possible, said Jim Ennis. "We believe the Share Exchange enhances the value for AudioEye and as a result, also enhances value for our shareholders. Our Company also anticipates that through the Royalty Agreement and Consulting Agreement, our strategic expansion will enhance the value of AudioEye and our shareholders via their ownership of CMGO and AudioEye."

Highlights regarding the Share Exchange and Amended Master Agreement:

• CMGO will retain 15% of capital stock of AudioEye, which will be 4,500,783 shares of AudioEye, subject to transfer restrictions in accordance with provisions of Master Agreement.
• CMGO will distribute a dividend, 5% of capital stock of AudioEye, which will be 1,500,259 shares of AudioEye in accordance with provisions of the Master Agreement.
• AudioEye and CMGO finalized their Consulting Agreement where CMGO will receive commissions not less than 7.5% of revenues from business procured by CMGO directed to AudioEye and 10% of net revenues obtained from a third party described in the Master Agreement.
• AudioEye and CMGO finalized their Royalty Agreement where CMGO will receive 10% of cash received from income earned, settlements or judgments directly resulting from AudioEye patent enforcement and licensing strategy described in the Master Agreement.

Companies or individuals that are interested in learning more about CMG Holdings Group, Inc., our subsidiaries or CMGO's investment in AudioEye, Inc., should please contact Jim Ennis at [email protected] or visit following websites: www.cmgholdingsinc.com, www.experientialagency.com, www.xasocial.com, www.audioeye.com.

About CMG Holdings Group, Inc. (CMGO):

CMG Holdings Group, Inc. is a full service marketing and communications holding company. CMGO's mission is to build a national platform of exceptional companies that deliver solutions in the areas of alternative advertising, social media marketing services, event management and commercial rights. CMGO is seeking to expand its national presence via its acquired companies, capitalizing on their intellectual properties, patents, sales and marketing, new product development and continued operations via economic recovery. CMGO owns and operates wholly-owned subsidiaries, XA, The Experiential Agency, Inc. and has a minority investment in Audio Eye, Inc.

For more information, please visit: www.cmgholdingsinc.com

About XA, The Experiential Agency, Inc. (XA):

XA, The Experiential Agency, Inc. is a wholly-owned subsidiary of CMG Holdings Group, Inc. and has offices in Chicago and New York from which it provides corporations and highly visible brands with comprehensive event marketing, design, public relations and production services. The XA brand has a 20 year history and its team has been the creative force behind prestigious, national projects for such prior and current clients including USA Networks, The Bravo Channel, NBC Universal, Bloomberg, Guinness, HBO, Disney, Microsoft, Sony, Harrah's Entertainment, United Nations, Conde Nast, Vanity Fair, Vimeo, Michael Kors, Puma, and Ritz Carlton.

For more information please visit: www.experientialagency.com

About XA Social:

XA Social is part of the XA consolidated platform and excels in social media strategy; from a social media 101 seminar, to advising and monitoring, overall management and ROI. XA Social believes social media is not a fad, but rather an extension of good public relations that is here to stay. XA Social creates lasting connections between consumers and brands in order to engage in two way communication. XA Social helps clients build their brands through innovative and authentic social media tactics and aids in creating environments of conversation and engaging relevant consumers with brands through personal interactions.

For more information please visit: www.xasocial.com

About CMGO's Investment in AudioEye, Inc. (AudioEye):

AudioEye, Inc., founded in 2003 and has offices in Tucson and Chicago. AudioEye has developed patented, Internet content publication and distribution software enabling conversion of any media into accessible formats and allowing for real time distribution to end users on any Internet connected device. AudioEye is focused on creating better and more comprehensive access to Internet, print, broadcast and other media to all people regardless of their network connection, device, location, or any disabilities or disadvantages an individual may have. Audio Eye solutions include comprehensive E-Learning and E-Commerce systems as well as a variety of Internet publishing products and services that enable customers to create and deliver accessible, highly scalable web-based applications.

For more information please visit: www.audioeye.com

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain forward-looking statements which include, but are not limited to, statements concerning expectations as to our revenues, expenses, and net income, our growth strategies and plans, the status of evolving technologies and their growth potential, the adoption of future industry standards, expectations as to financing and liquidity requirements and arrangements, need for additional capital, and other matters that are not historical facts. These forward-looking statements are based on our current expectations, estimates, and projections about our industry, management's beliefs, and certain assumptions made by it. Words such as "forecasted", "forecasts", "anticipates", "appears", "expects", "intends", "plans", "believes, "seeks", "estimates", "may", "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In particular, when used in the preceding discussions, similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act and are subject to the safe harbor created by the Act. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from those results expressed in any forward-looking statements, as a result of various factors. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. We undertake no obligation to revise or update publicly revise any forward-looking statements for any reason Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements that involve a number of risks and uncertainties. It is possible that the assumptions made by management are not necessarily the most likely and may not materialize. In addition, other important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K; its quarterly reports on Forms 10-Q; and any reports on Form 8-K. CMG Holdings Group, Inc. (CMGO) takes no obligation to update or correct forward-looking statements and also takes no obligation to update or correct information prepared by third parties that is not paid for by the Company.

Contact:

Jim Ennis
CMG Holdings Group Inc.
5601 Biscayne Boulevard
Miami, FL 33137
305-751-0588
[email protected]

SOURCE CMG Holdings Group, Inc.

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